ARGYLE SECURITY, INC. EMPLOYEE RESTRICTED STOCK AWARD AGREEMENT
ARGYLE
SECURITY, INC.
2007
OMNIBUS SECURITIES AND INCENTIVE PLAN
THIS
AGREEMENT made as of __________________, 200_, by and between Argyle Security,
Inc., a Delaware corporation (the “Company”),
and
_________________ (the “Awardee”).
WITNESSETH:
WHEREAS,
the Company has adopted the Argyle Security, Inc. 2007 Omnibus Securities
and
Incentive Plan (the “Plan”)
for
the benefit of its employees, nonemployee directors and consultants and the
employees, nonemployee directors and consultants of its affiliates,
and
WHEREAS,
the Committee has authorized the award to the Awardee of shares of Restricted
Stock (“Restricted
Shares”)
under
the Plan, on the terms and conditions set forth in the Plan and as hereinafter
provided,
NOW,
THEREFORE, in consideration of the premises contained herein, the Company
and
the Awardee hereby agree as follows:
1. Definitions.
Terms
used in this Agreement which are defined in the Plan shall have the same
meanings as set forth in the Plan.
2. Award
of Restricted Shares.
The
Committee hereby awards to the Awardee [insert
#
of
shares] Restricted
Shares. All such Restricted Shares shall be subject to the transferability
restrictions and forfeiture provisions contained in Sections 4, 5 and 6,
such
restrictions to become effective immediately upon execution of this Agreement
by
the parties hereto.
3. Stock
Certificates.
The
Awardee hereby acknowledges that [insert
#] stock
certificates for
Restricted
Shares are hereby awarded to the Awardee hereunder, each bearing the following
legend:
“The
transferability of this certificate and the shares of stock represented hereby
are subject to the terms and conditions (including forfeiture) of an Agreement
entered into between the registered owner and Argyle Security, Inc., effective
as of _______________, 200__. Copies of such Agreement are on file in the
offices of the Secretary, Argyle Security, Inc., ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇
▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇.
4. Vesting.
The
Restricted Shares shall vest, no longer be subject to Restrictions and become
transferable pursuant to the terms of the Plan pursuant to the following
schedule:
Insert
Vesting Schedule/Performance Goals
5. Termination
of Employment.
Sections
6.2, 6.4 and 6.5 of the Plan shall control.
6. Restriction
on Transferability.
The
Restricted Shares shall not be transferable unless and until (and solely
to the
extent) the Awardee satisfies the vesting requirements contained in Section
4.
7. Voting
and Dividend Rights.
The
Awardee shall have the voting and dividend rights of a shareholder of Common
Stock with respect to the Restricted Shares; provided,
however,
that
dividends paid in shares of Common Stock shall be deposited with the Company,
together with a stock power endorsed in blank or other appropriate instrument
of
transfer and shall be subject to the same Restrictions as the Restricted
Shares.
8. Regulation
by the Committee.
This
Agreement and the Restricted Shares shall be subject to the administrative
procedures and rules as the Committee shall adopt. All decisions of the
Committee upon any question arising under the Plan or under this Agreement,
shall be conclusive and binding upon the Awardee.
9. Withholding.
If
the
Company or an Affiliate shall be required to withhold any amounts in connection
with the Awardee’s Restricted Stock Award by reason of any federal, state or
local tax rules or regulations, the Company or Affiliate shall be entitled
to
deduct and withhold such amounts.
10. Amendment.
The
Committee may amend this Agreement at any time and from time to time;
provided,
however,
that no
amendment of this Agreement that would impair the Awardee’s rights or
entitlements with respect to the Restricted Shares shall be effective without
the prior written consent of the Awardee.
11. Plan
Terms.
The
terms
of the Plan are hereby incorporated herein by reference.
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12. Effective
Date of Award.
The
award
of each Restricted Share under this Agreement shall be effective as of the
date
first written above.
13. Awardee
Acknowledgment.
By
executing this Agreement, the Awardee hereby acknowledges that he or she
has
received and read the Plan and this Agreement and that he or she agrees to
be
bound by all of the terms of both the Plan and this Agreement.
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ATTEST:
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ARGYLE SECURITY, INC. | |
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By:
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,
Awardee
[Name]
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